HomeMy WebLinkAboutContract 62113CSC No. 62113
FORT WORTH.,
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VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and Agilent
Technologies, Inc. ("Vendor"), each individually referred to as a "party" and collectively referred to as
the "parties."
1. Scone of Services. Vendor will provide and install a Gas Chromatograph with software
and services (GCMS), and provide on -site consulting and technical support ("Services"), as set forth in
more detail in Exhibit "A," attached hereto and incorporated herein for all purposes.
2. Term. This Agreement begins on October 8, 2024 ("Effective Date") and expires on
October 7, 2025 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial
Term").
3. Comnensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "A," which is attached hereto and incorporated herein for all purposes. Total annual
compensation under this Agreement will not exceed One Hundred Seventy -Eight Thousand Five Hundred
Thirty -Nine Dollars and Forty Cents ($178,539.40). Vendor will not perform any additional services or
bill for expenses incurred for City not specified by this Agreement unless City requests and approves in
writing the additional costs for such services. City will not be liable for any additional expenses of Vendor
not specified by this Agreement unless City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-aooroDriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties.. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 10
FT. WORTH, TX
Vendor will return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Rieht to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance: with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
Vendor Services Agreement Page 2 of 10
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
8. Liability and Indemnification.
8.1 LL4BILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSIONS), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTSAND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, ARISING O UT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
Vendor Services Agreement Page 3 of 10
software and/or documentation to make it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assienment and Subcontracting.
9.1 Assianment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
Vendor Services Agreement Page 4 of 10
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. ComDliance with Laws. Ordinances. Rules and Reeulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor Services Agreement Page 5 of 10
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other parry, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other parry by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
100 Fort Worth Trail
Fort Worth, TX 76102
To VENDOR:
Agilent Technologies, Inc.
Lindsay Willett, Bids Response Specialist
2850 Centerville RD
Wilmington, Delaware 9808-1610
Facsimile: (302) 633-8954
14. Solicitation of Emnlovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
Vendor Services Agreement Page 6 of 10
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Parry provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or its Exhibit(s).
22. Amendments / Modifications / Extensions,. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immiaration Nationalitv Act. Vendor must verify the identity and employment eligibility
Vendor Services Agreement Page 7 of 10
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Sienature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Chanee in Comnanv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
Vendor Services Agreement Page 8 of 10
30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is
to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written
verification to City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
Vendor Services Agreement Page 9 of 10
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By:
H�
William (0 t 11, 202410:08 CDT)
Name:
William Johnson
Title:
Assistant City Manager
Date:
Oct 11, 2024
APPROVAL RECOMMENDED:
chrft flaMer
By: Chris Harder (Oct 10, 202410:16 CDT)
Name: Christopher Harder, P.E.
Title: Water Department Director
ATTEST:
By:
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
Agilent Technologies, Inc.
anq
PQp*: *,
daa4 nEXPS.�o
By:
Name: tin4say Wil tt
Title: Bids Response Specialist
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
By:
Y
Name: Patty J ar tices
Title: Contra e dministrator
APPROVED AS TO FORM AND LEGALITY:
uJ�md
By: 0
Name: Jessika J. Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 24-0838 (9/17/24)
Form 1295: 2024-1197180
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement
Page 10 of 10
EXHIBIT A Quotation Date: 07/16/24
Agilent
Agilent Technologies, Inc.
2850 Centerville Rd
Wilmington DE 19808
U.S.A.
Prepared For:
Katrina Nwinye
Chemist
City of Fort Worth
Water Dept
2600 SE Loop 820
FORT WORTH TX 76140-1010
Quotation
Quote No:
0004930632
Incoterms:
Delivered duty paid
Estimated Delivery (weeks):
4
Quote Expiration Date:
10/16/24
Payment Terms:
Net 30 Days
Your Agilent Representative:
Carol Stazo
CAROL STAZOQAGILENT.COM
To Place an Order:
Phone:1-800-227-9770 option 1
Fax:1-302-633-8953
email:Lscainstrumentsales@agilent.com
website:www.agilent.com/store
Declaration of Use - Agilent 7890B GC, S/N US13503049; Agilent 5977A MSD, S/N US1350L226; EST Centurion Autosampler, S/N CENT5340112213;
ENCON Evolution P&T, S/N EV539112213
Item Product • and Description Qty/UOM Unit List Price Discount
1 G3542A 1 EA 30,136.00 9,040.80 21,095.20
8890 Mainframe MS Ready S/SL
With the following configuration:
See Remarket product disclaimer.
Ship -to Country- USA
Installation (44K)
Introduction (44L)
The following Promotional Discount has been applied: 30.0 %
2 G3450-81650 1 EA 180.00 0.00 180.00
Exhaust Deflector Assy
See Remarket product disclaimer.
3 G7077CA 1 EA 105,503.00 31,650.90 73,852.10
5977C Inert Plus MSD Turbo El Bundle
With the following configuration:
Ship -to Country - USA
Choose GC - MS for 8890 GC (245)
Substitute Oil Free Pump (999) - Selected
220 - Add ChemStation DA w/ CS Fam
245 - GC/MSD InertPlus El for 8890 GC
780 - Add 2nd Monitor
999 - Substitute IDP3 Oil Free Scroll Pump
Installation (44K)
Introduction (44L)
1 Year SW Update/Phone Assist (44W)
The following Promotional Discount has been applied: 30.0 %
4 G1033C 1 EA 8,280.00 0.00 8,280.00
Agilent Technologies, Inc. 1
Quotation Date: 07/16/24
Agilent
Latest NIST MS Library Bundle includes over 350K El spectra for over 300K compounds (40K increase) and GC Methods/Retention indices
library (nist_ri) with 139K compounds
G2589-20045 1 EA 197.00 19.70 177.30
Drawout Plate, 6mm, inert, 5975/5973
The following Purchase Agreement Discount has been applied:10.0 % (#AS665)
H2149A
1 EA 9,680.00 0.00 9,680.00
Method and Application Consulting On -site consulting for a maximum of 4 participants. Certificates and manuals not included.
With the following configuration:
Ship -to Country - USA
* - 2 Day On -Site (Consecutive, (ncl Travel)
NON AGILENT PROD
Non Agilent Product
Centurion Water Purge and Trap
See Non-Agilent product disclaimer.
1 EA 62,274.80 0.00 62,274.80
Total List:
216,250.80 USD
Total Discount:
40,711.40 USD
Total Net (excl. Shipping and Taxes):
175,539.40 USD
Total Shipping & Handling:
3,000.00 USD
Total Net with Shipping and Handling:
178,539.40 USD
Estimated Taxes:
0.00 USD
Total Quote:
178,539.40 USD
Product and Warranty:
Each Product receives a global warranty which includes the standard warranty for the country of purchase. Please review the terms of the global warranty and
Agilent's "Rights Due to Defects (Warranty)" terms and conditions on our website.
The warranty period for standard instruments is twelve (12) months from the date of acceptance. Consumables are warranted for ninety (90) days from the date of
acceptance. Customer may receive a different warranty when the product is purchased as a part of a system. Selected Automation consumables are warranted for
one hundred and eighty (180) days, selected Vacuum Products are warranted for twenty-four (24) months. Please check with your Agilent Sales Representative for
details.
Terms and Conditions:
The sale of Agilent Products and Services referenced in this quotation is subject to the then current version of Aailent's Terms of Sale, and any Supplemental Terms or
Occasional Reseller Terms of Sale or other applicable terms referenced herein. The sale of Microplates Products shall be subject to Microplates Terms of Sale and
any Supplemental Terms or other applicable terms referenced herein. The sale of Microplates Tooling Products shall be subject to Microplates Tooling Terms of Sale
and any Supplemental Terms or other applicable terms referenced herein. All of the above "Terms" as applicable. A copy of the Terms is either attached or has been
previously provided to you. Please contact us if you have not received a copy or require an additional copy. If you have a separate agreement in effect with Agilent
covering the sale of Products and Services referenced in this quotation, the terms of that agreement will take precedence for those Products and Services. Agilent
expressly objects to any different or additional terms in your purchase/sales order documentation, unless agreed to in writing by Agilent. Products and Services
availability dates are estimated at the time of the quotation. Actual delivery dates or delivery windows will be specified at the time Agilent acknowledges and accepts
your purchase order. The above conditions shall apply to the fullest extent permitted by the law. You may have other statutory or legal rights available. Commodities,
technology or software exported from the United States of America ("U.S.") or from other exporting countries will be subject to the U.S. Export Administration
Regulations and all exporting countries' export laws and regulations. Diversion contrary to U.S. law and the applicable export laws and regulations is prohibited.
Additional Information:
Agilent Payment Method: ACH Credit card accepted only at the time of order placement. Agilent will charge 3% of the invoiced amount, when term invoices are paid
with a credit card.
Warranty and liability for non-Agilent-products are restricted. With the purchase of a non-Agilent-product, Agilent Technologies assigns all claims to the buyer.
Agilent Technologies, Inc.
Quotation Date: 07/16/24
Agilent
:::...
The refurbished equipment quoted is subject to prior sale and availability at the time the purchase order is received. This equipment is available on a first come first
serve basis ONLY. In order to increase your chances of obtaining refurbished equipment, you are advised to place your order as soon as possible.
Agilent Technologies, Inc.
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 09/17/24 M&C FILE NUMBER: M&C 24-0838
LOG NAME: 60NEW GCMS - AGILIENT TECHNOLOGIES
SUBJECT
(ALL) Authorize Execution of Sole Source Agreement with Agilent Technologies, Inc. for the Purchase of a Gas Chromatograph Software and
Services for the Water Department in an Annual Amount Up to $178,539.40
RECOMMENDATION:
It is recommended that the City Council authorize execution of sole source agreement with Agilent Technologies, Inc. for the purchase of Gas
Chromatograph Software and Services for the Water Department in an annual amount up to $178,539.40.
DISCUSSION:
The Water Department Laboratory Division will use this agreement for the one-time purchase of a Gas Chromatograph with software and services
(GCMS), on -site consulting and technical support.
The GCMS is used to determine volatile organic compounds in wastewater and storm water for the City's Pre -Treatment Service Division.
Because of this important function, the purchase of this products helps preserve and protect the public health and safety of City of Fort Worth
residents. This instrument performs analysis that are linked to permits, Environmental Protection Agency (EPA) and Texas Commission on
Environmental Quality (TCEQ) regulatory requirements, and other various water monitoring projects.
Agilent Technologies is the sole source manufacturer of the GCMS, its hardware, software, parts, training, technical support and at -your -site
service and support procedures. The City Attorney's Office approved a Chapter 252 exemption request related to this purchase and therefore it is
exempt from competitive bidding.
Funding is budgeted in the W&S Capital Projects Fund for the Water Department for the purpose of funding the Sewer FY23 Non -Fleet Eqmt
project, as appropriated.
DVIN-BE: This project was approved for a waiver per the Chapter 252 exemption, as a sole source by the Legal Department. Therefore, the
business equity goal requirement is not applicable.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed
by relevant law and Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated.
This project is located in ALL COUNCIL DISTRICTS.
FISCAL INFORMATION / CERTIFICATION:,
The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the W&S Capital Projects
Fund for the Sewer FY23 Non -Fleet Eqmt project to support the approval of the above recommendation and execution of the agreement. Prior to
any expenditure being incurred, the Water Department has the responsibility to validate the availability of funds.
Submitted for Citv Manaaer's Office bv:, Fernando Costa 6122
Oriainatina Business Unit Head: Chris Harder 5020
Additional Information Contact: Patty Wilson 5020
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1of1
Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number:
of business.
Agilent Technologies, Inc. 2024-1197180
Wilmington, DE United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/06/2024
being filed.
Harris County Date Acknowledged:
g Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
WaterLab2024-25
Agilent 7890B GC, S/N US13503049; Agilent 5977A MSD, S/N US13501-226; EST Centurion Autosampler, S/N
CENT5340112213; ENCON Evolution P&T, S/N EV539112213
4 Nature of interest
Name of Interested Party City, State, Country (place of business) (check applicable)
Controlling Intermediary
1
I
I
I
I
5 Check only if there is NO Interested Party
6 UNSWORN DECLARATION
My name is Lindsay Beth Willett
My address is 2075 River Road
(street)
0
, and my date of birth is 01 /03/1984
Bensalem PA 19020 USA
(city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in Bucks County, State of Pennsylvania , on the 6th day of August 20 24
(month) (year)
Ma 0*-
Signatur of author ent of contacting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.48da51f7